EXHIBIT 10.26
PREFERRED MORTGAGE CORPORATION
EMPLOYMENT AGREEMENT
This Agreement is made among T.A.R. Preferred Mortgage Corporation, a
California corporation ("PMC") and XX-XXX KO ("KO"), as of this 14th day of
September, 1995.
PMC and KO hereby agree that KO shall act as Chief Financial Officer.
1. RESPONSIBILITIES.
1.1 KO'S DUTIES.
1.1.1 FINANCIAL MANAGEMENT. KO shall be responsible for financial
management, accounting, banking and credit requirements of PMC.
2. COMPENSATION OF KO.
2.1 COMPENSATION RATE. KO shall be paid a annual salary of $110,000.00,
payable in equal installments twice monthly. On the 15th day of each month, KO
shall be paid salary for the 23rd day of the previous month through the 7th day
of the current month, and on the last day of the month KO shall be paid salary
for the 8th through the 23rd day of the current month. In the discretion of PMC,
the company may elect to pay additional compensation to KO as a bonus on all
annual basis.
2.2 STOCK OPTION. In addition, in the event PMC elects to issue shares of
common stock to the general public through an initial public offering, KO shall
be granted an option to acquire the number of shares equal to 1/2 of 1% of the
shares retained by the management of PMC following the initial public offering.
The purchase price to be equal to the 5 times the earnings per share based on
audited financial statements for PMC dated 12/31/95, as adjusted for the number
of shares to be issued and outstanding at time of public offering. As of
12/31/95 PMC has 1999 shares issued and outstanding. Stock option to be 100%
vested as of 12/31/95, and shall expire upon: i) the termination of employment
of KO for cause; ii) employment of KO with a competitor of PMC; or iii) the
expiration of 6 months from the date of termination of KO for any other reason.
2.3 BENEFITS AND EMPLOYMENT. KO shall be employed by PMC as Chief
Financial Officer, in such capacity KO is entitled to all normal PMC benefits to
which equivalent PMC employees are entitled. It is understood that KO's
employment should not be construed as employment for a fixed term, but that it
is employment at will, terminable by either KO or PMC at any time, with or
without cause. KO shall devote full working time, attention and energy to the
performance of the duties set forth herein, and shall not represent, perform
services for or be employed in any other business pursuits.
Notwithstanding PMC's usual vacation policy, KO shall receive two weeks
paid vacation in her First year of employment which may be taken during the
first year of employment. Vacation days not taken in the current year will be
allowed to accrue into the next year.
2.4 BUSINESS EXPENSES. KO shall not incur any expenses or obligations on
behalf of PMC. PMC shall reimburse KO for reasonable expenses incurred by KO,
including but not limited to expenses for promotional activities, membership
dues, equipment or transportation, pager, work related educational courses and
transportation, subject to management approval.
3. REMEDIES AND TERMINATION.
3.1 TERMINATION OF AGREEMENT. This Agreement shall terminate immediately
upon (i) any habitual neglect or willful breach of duty by KO, (ii) financial
insolvency or bankruptcy filing by KO or PMC, (iii) KO's assignment or attempted
assignment of any of her rights or obligations under this Agreement, or (iv) the
restriction of KO's activities by any agency of the State or Federal government.
In addition, KO and PMC shall each have the right to immediately terminate this
Agreement at any time with or without cause upon the delivery of written notice
to the other.
4. MISCELLANEOUS.
4.1 NO ASSIGNMENT. This Agreement is in the nature of a personal service
agreement and accordingly may not be assigned by KO.
4.2 PROPRIETARY INFORMATION. During the term of this agreement, KO shall
become aware of certain confidential information regarding PMC and its projects
and activities. KO shall not directly or indirectly disclose to any third person
or use for the benefit of anyone other than PMC, either during or after the term
of this Agreement, any trade secret or confidential information of PMC, whether
relating to the work performed hereunder or to the business and affairs of PMC
or any client or vendor of PMC.
4.3 NOTICES. All notices, requests, demands and other communication which
are required or permitted to be given trader this Agreement shall be in writing
and shall be deemed to have been duly given upon the deliver or mailing thereof,
sent by registered or certified mail, return receipt requested, postage paid,
unless another address is subsequently stated in writing by that party, as
follows:
If to KO to:
Xx-Xxx Ko
00 Xxxxx
Xxxxxx, XX 00000
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If to PMC to:
Preferred Mortgage Corporation
00000 Xxxxxxxx Xxxxx
Xxxx Xxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxxxx, President
with a copy to;
Preferred Mortgage Corporation
00000 XxxXxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx
4.4 GOVERNING LAW. This Agreement is made and entered into in the State
of California, County of Orange, and shall be governed by the laws of such
state. Exclusive venue for any dispute under this agreement shall be in the
Superior Court of the State of California, for the County of Orange, Santa Ana,
California or the United States District Court located in Santa Ana, California.
4.5 SEVERABILITY. If one or more of the covenants, agreements, provisions
or terms of this Agreement shall be for any reason whatsoever held to be invalid
or unenforceable, then such covenants, agreements, provisions and terms shall be
deemed severable from the remaining covenants, agreements, provision and terms
of this Agreement and shall in no way affect the validity or enforceability of
the other covenants, agreements, provisions or terms of this Agreement.
4.6 SUCCESSORS. This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto and their respective successors and assigns,
provided, however, that KO may not assign any of her rights or obligations
hereunder.
4.7 ATTORNEYS FEES. The prevailing party in any litigation arising under
this agreement shall be entitled to recover its costs incurred, including
reasonable attorneys' fees, from the other party.
4.8 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding
between the parties hereto and supersedes all other agreements, understanding
and communications between the parties whether written or oral, with respect to
rite transact on contemplated by this Agreement. Any prior agreements, promises,
negotiations, or representations not expressly set forth in this Agreement are
of no force and effect. Any modifications or waivers must be in writing,
executed by authorized officers of the party granting the modification or
waiver. Any deferral, forbearance or extension of time granted by PMC, or other
action by PMC which has
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the effect of allowing KO to perform outside the written letters of this
Agreement (i) shall not operate to release KO from any of KO's obligations,
duties, covenants, agreements, representations, and/or warranties under this
Agreement; (ii) shall not be a waiver or preclude PMC from exercising any of
PMC's rights or remedies under this Agreement; and (iii) shall not be deemed to
establish a "course of conduct" which rises to the level of a modification or
amendment to this Agreement.
4.9 INTERPRETATION. Unless the context otherwise requires, all words used
in the singular form shall extend to the plural and all words in the plural form
shall extend to and include the singular; all words used in any gender shall
extend to and include all genders. The paragraph headings of this Agreement are
inserted for convenience only, and do not in any manner limit or expand this
Agreement and do not constitute a part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
PMC: KO:
T.A.R. MORTGAGE CORPORATION,
a California corporation
By: /s/ Xxxx X. Xxxxxxxxx /s/ Xx-Xxx Ko
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Xxxx X. Xxxxxxxxx Xx-Xxx Ko
Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Xxxxxx X. Xxxxxxxx
President and Secretary
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